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<br />13. Indemnification: Contractor shall indemnify and hold hannless City and its officers, officials, employees and
<br />volunteers from and against all claims, damages, losses and expenses, including attomey fees, arising out of the
<br />perfonnance of the selVices described in the Purchase Order, caused in whole or in part by any negligent act or omission
<br />of Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of
<br />them may be liable, except where caused by the active negligence, sole negligence, or willful misconduct of City.
<br />14. Insurance: (a) Contractor shall take out and maintain throughout the life of the Purchase Order, at its own expense
<br />and from an admitted insurer authorized to operate in California, Workers' Compensation and Employer's Liability
<br />Insurance for its employees. The amount of insurance shall not be less than $1,000,000 per accident for bodily injury or
<br />disease.
<br />(b) Contractor shall take out and maintain throughout the life of the Purchase Order, at its own expense and from an
<br />admitted insurer authorized to operate in Califomia, such Commercial General Liability Insurance as shall protect
<br />Contractor, City, its officials, officers, directors, employees, and agents from claims which may arise from work perfonned
<br />under the Purchase Order, whether such work is perfonned by Contractor, by City, its officials, officers, directors,
<br />employees, or agents or by anyone directly or indirectly employed by either. The amount of insurance shall not be less
<br />than the following: Single limit coverage applying to bodily and personal injury liability and property damage - $1,000,000.
<br />(c) The liability insurance shall include, but shall not be limited to:
<br />(1) Protection against claims arising from bodily and personal injury and damage to property, resulting from Contractor's
<br />or City's operations, and use of owned or non-owned automobiles.
<br />(2) Coverage on an "occurrence" basis.
<br />(3) Broad fonn property damage liability. Deductible shall not exceed $5000 without prior written approval of the City.
<br />(4) Notice of cancellation to City at least thirty (30) days prior to the cancellation effective date.
<br />(d) The following endorsements shall be attached to the liability insurance policy:
<br />(1) The policy shall cover complete contractual liability. Exclusions of contractual liability as to bodily injuries, personal
<br />injuries and property damage shall be eliminated.
<br />(2) City its officers, officials, employees and volunteers shall be named as additional named insures with respect to the
<br />work to be perfonned under the Purchase Order.
<br />(3) The coverage shall be primary insurance so that no other insurance affected by City will be called upon to contribute
<br />to a loss under this coverage.
<br />15. Assignment: Contractor shall not assign, delegate or subcontract any duties or assign any rights or claims under the
<br />Purchase Order without City's prior written consent.
<br />16. Termination: The Purchase Order may be tenninated by mutual consent of both parties or by City at its discretion.
<br />City may cancel the Purchase Order at any time with written notice to Contractor, stating the extent and effective date of
<br />tennination. Upon receipt of this written notice, Contractor shall stop perfonnance under the Purchase Order as directed
<br />by City. If the Purchase Order is so tenninated, Contractor shall be paid in accordance with the terms of the Purchase
<br />Order for work perfonned and accepted.
<br />17. Breach of Contract: Should Contractor breach any of the provisions of the Purchase Order, City reselVes the right
<br />to cancel the Purchase Order upon written notice to Contractor and obtain such selVices from another source. If a greater
<br />price than that named in the Purchase Order is paid for such selVices, the excess price shall be charged to and collected
<br />from the Contractor.
<br />18. Governing Law; Public Records: The Purchase Order shall be governed by and construed in accordance with the
<br />laws of the State of California as interpreted by the California courts, and any litigation arising out of the Purchase Order
<br />shall be conducted in the courts of the State of Califomia, San Mateo County. California law requires that the contents of
<br />the Purchase Order be open to inspection and copying by the public.
<br />19. Force Majeure: Neither party to the Purchase Order shall be held responsible for delay or default caused by fire,
<br />riot, acts of God, and/or war which is beyond that party's reasonable control. City may tenninate the Purchase Order
<br />upon written notice after detennining such delay or default will reasonably prevent successful perfonnance of the
<br />Purchase Order.
<br />20. Entire Agreement: The Purchase Order, which includes any and all additional documents incorporated therein by
<br />reference, and all Contract Documents as that tenn is defined in the Invitation to Bid, sets forth the entire agreement
<br />between Contractor and City with respect to perfonnance of the work.
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<br />Attachment H: Page 2 of 2
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